Dana (DAN) 8-K Financial statements and exhibits

Exhibit 99.2

Contact: Michelle L. Hards
(419) 535-4636
michelle.hards@dana.com

DANA CORPORATION REPORTS SIGNIFICANTLY IMPROVED OPERATIONAL RESULTS

Net Income Also Includes Net Gains Triggered by Transactions

TOLEDO, Ohio, July 21, 2004 – Dana Corporation (NYSE: DCN) today announced that its 2004 second-quarter sales were $2.3 billion, compared to $2.0 billion during the same period last year. Net income for the quarter (including $33 million of unusual net gains) totaled $108 million, or 72 cents per share. This compares to net income (including $5 million of unusual net gains) of $52 million, or 35 cents per share, for the period in 2003.

“We are pleased to have delivered another solid quarter of operational performance with net income, exclusive of unusual items, up 60 percent,” said Dana Chairman and CEO Mike Burns. “At the same time, we’re far from satisfied and continue to pursue greater focus, integration, and productivity in line with our commitment to meeting the needs of our global customers.”

Second-quarter sales were up 16 percent over the same period last year with the majority of the increase being driven by our new business programs and higher production volumes in the principal markets served by Dana, particularly the North American heavy-truck sector.

“Our solid sales growth contributed to stronger bottom-line results,” Mr. Burns said. “In addition, we continued to see growth in our gross margin – both year-over-year and sequentially by quarter – as we achieved further cost efficiencies and made progress in addressing the launch costs associated with our structures programs. It’s important to note that these improvements were achieved in spite of the higher cost of steel and certain other raw materials that we experienced during the quarter.

“We are also enthused by the positive strategic and financial flexibility that we will have when we complete the sale of our automotive aftermarket business,” Mr. Burns said. On July 9, Dana announced that it had reached a definitive agreement to sell its automotive aftermarket business to The Cypress Group for approximately $1.1 billion in cash.

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Transactions Trigger Recognition of $33 Million of Unusual Net Gains
The $33 million of unusual net gains included in the second quarter of 2004 included the recognition of $38 million in anticipated tax benefits triggered by the sale of the automotive aftermarket business and transactions that are part of the continuing program to divest assets of Dana Credit Corporation (DCC), which are expected to close during the third quarter. This was partially offset by $5 million of transaction-related expenses.

Dana Vice President and Chief Financial Officer Bob Richter explained, “These transactions are expected to generate capital gains. We had capital loss carryforwards from prior periods that were fully reserved. Since we now expect to be able to use the carryforwards to offset the gains, accounting rules require us to recognize the anticipated tax benefit by releasing a portion of the reserve at this time.

“While we’re happy to benefit from the additional income, we’re pleased that even without these unusual items, we still achieved second-quarter net profit of $75 million, or 50 cents per share, which is up substantially over the prior year.”

First-Half Results Significantly Improved
Dana’s six-month consolidated sales were $4.6 billion, up from $4.0 billion during the same period last year. Net income during the first half of 2004 was $171 million, or $1.14 per share, including $35 million in unusual net gains. This compares to net income of $93 million, or 63 cents per share, including $15 million in unusual net gains during the initial six months of 2003.

“Excluding our unusual items and the results of businesses held for sale, our net income from continuing operations improved by more than 60 percent during the first half of 2004, compared to the same period last year,” Mr. Burns said. “Again, this improvement was largely the result of new business and strong production volumes in our principal markets.”

Full-Year EPS Guidance “While we are optimistic about production levels in the North American heavy-truck sector, the second half of the year will not be without its challenges,” Mr. Burns said. “We will continue to be impacted by many of the challenges that we experienced during the first six months of the year, particularly higher raw material costs. In addition, rising North American light-vehicle inventory levels also point to the potential for reductions in production schedules in that sector during the second half of the year.

“So even though we will continue to consolidate the results of the automotive aftermarket business until the sale closes, we are not changing our earnings guidance of at least $1.90 per share, excluding unusual items, in 2004.”

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Quarterly Conference Call Scheduled Today at 11 a.m.
Dana will discuss its second-quarter results in a conference call at 11 a.m. (EDT) today. The call may be accessed via Dana’s web site (www.dana.com), where it will be accompanied by a brief slide presentation, or by dialing (800) 275-3210. Please dial into the conference five minutes prior to the call. An audio recording of this conference call will be available after 2 p.m. today. To access this recording, please dial (800) 537-8823. A webcast replay of the call will be available after 4 p.m. today and will be accessible via the Dana web site.

Dana Corporation is a global leader in the design, engineering, and manufacture of value-added products and systems for automotive, commercial, and off-highway vehicles. Delivering on a century of innovation, the company’s continuing operations employ approximately 45,000 people worldwide dedicated to advancing the science of mobility. Founded in 1904 and based in Toledo, Ohio, Dana operates technology, manufacturing, and customer-service facilities in 30 countries. Sales from continuing operations totaled $7.9 billion in 2003. Dana’s Internet address is: www.dana.com.

Forward-Looking Statements
Certain statements contained in this release constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana’s expectations based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Dana’s actual results could differ materially from those that are anticipated or projected due to a number of factors. These factors include national and international economic conditions; adverse effects from terrorism or hostilities; the strength of other currencies relative to the U.S. dollar; the cyclical nature of the global vehicular industry; changes in business relationships with our major customers and in the timing, size and continuation of their and our programs; the ability of our customers and suppliers to achieve their projected sales and production levels; competitive pressures on our sales and pricing; increases in production or material costs that cannot be recouped in product pricing; the continued success of our cost reduction and cash management programs and of our long-term transformation strategy for the company; the success and timing of the divestiture of the automotive aftermarket business; and other factors set out in our public filings with the Securities and Exchange Commission. Dana does not undertake to update any forward-looking statements in this release.

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3

Dana Corporation
Financial Summary (Unaudited)
(in millions, except per share amounts)

	Three Months Ended June 30						Percent
	2004			2003			Change
Sales	$	2,331		$	2,012			16	%
Income from continuing operations	$	73		$	46			59	%
Income from discontinued operations		35			6			483	%
Net income	$	108		$	52			108	%
Income from continuing operations	$	73		$	46			59	%
Reduction in deferred tax allowance related to
DCC asset sales		(18	)		(9	)		100	%
Expenses relating to DCC sale activity		2			2
Income from continuing operations, excluding unusual items	$	57		$	39			46	%
Income from automotive aftermarket business	$	35		$	9			289	%
Loss from engine management business					(3	)
Income from discontinued operations		35			6			483	%
Loss on engine management sale					2
Reduction in deferred tax allowance related to aftermarket sale		(20	)
Expenses relating to sale of aftermarket		3
Income from discontinued operations, excluding unusual items	$	18		$	8			125	%
Diluted earnings per share:
Income from continuing operations	$	0.49		$	0.30			63	%
Income from discontinued operations		0.23			0.05			360	%
Net income	$	0.72		$	0.35			106	%
Income from continuing operations, excluding unusual items	$	0.38		$	0.26			46	%
Income from discontinued operations, excluding unusual items		0.12			0.05			140	%
Net income, excluding unusual items		0.50			0.31			61	%
Unusual items		0.22			0.04			450	%
Net income	$	0.72		$	0.35			106	%

Page 1

Dana Corporation
Financial Summary (Unaudited)
(in millions, except per share amounts)

	Six Months Ended June 30						Percent
	2004			2003			Change
Sales	$	4,642		$	3,988			16	%
Income from continuing operations	$	123		$	82			50	%
Income from discontinued operations		48			11			336	%
Net income	$	171		$	93			84	%
Income from continuing operations	$	123		$	82			50	%
Gains associated with DCC asset sales		(20	)		(19	)		5	%
Expenses relating to DCC sale activity		2			2
Income from continuing operations, excluding unusual items	$	105		$	65			62	%
Income from automotive aftermarket business	$	48		$	19			153	%
Loss from engine management business					(8	)
Income from discontinued operations		48			11			336	%
Loss on engine management sale					2
Reduction in deferred tax allowance related to aftermarket sale		(20	)
Expenses relating to sale of aftermarket		3
Income from discontinued operations, excluding unusual items	$	31		$	13			138	%
Diluted earnings per share:
Income from continuing operations	$	0.82		$	0.55			49	%
Income from discontinued operations		0.32			0.08			300	%
Net income	$	1.14		$	0.63			81	%
Income from continuing operations, excluding unusual items	$	0.70		$	0.44			59	%
Income from discontinued operations, excluding unusual items		0.21			0.09			133	%
Net income, excluding unusual items		0.91			0.53			72	%
Unusual items		0.23			0.10			130	%
Net income	$	1.14		$	0.63			81	%

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Dana Corporation
Condensed Statement of Income (Unaudited)
(in millions, except per share amounts)

	Three Months Ended June 30
	2004			2003
Net sales	$	2,331		$	2,012
Revenue from lease financing and other income		25			43
		2,356			2,055
Costs and expenses
Cost of sales		2,101			1,838
Selling, general and administrative expenses		126			141
Interest expense		51			55
		2,278			2,034
Income before income taxes		78			21
Income tax benefit (expense)		(6	)		9
Minority interest		(3	)		(1	)
Equity in earnings of affiliates		4			17
Income from continuing operations		73			46
Income from discontinued operations		35			6
Net income	$	108		$	52
Basic earnings per share
Income from continuing operations	$	0.49		$	0.30
Income from discontinued operations		0.23			0.05
Net income	$	0.72		$	0.35
Diluted earnings per share
Income from continuing operations	$	0.49		$	0.30
Income from discontinued operations		0.23			0.05
Net income	$	0.72		$	0.35
Average shares outstanding -
For Basic EPS		149			148
For Diluted EPS		151			149

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Dana Corporation
Condensed Statement of Income (Unaudited)
(in millions, except per share amounts)

	Six Months Ended June 30
	2004			2003
Net sales	$	4,642		$	3,988
Revenue from lease financing and other income		39			72
		4,681			4,060
Costs and expenses
Cost of sales		4,206			3,639
Selling, general and administrative expenses		262			277
Interest expense		102			114
		4,570			4,030
Income before income taxes		111			30
Income tax benefit (expense)		(3	)		21
Minority interest		(6	)		(3	)
Equity in earnings of affiliates		21			34
Income from continuing operations		123			82
Income from discontinued operations		48			11
Net income	$	171		$	93
Basic earnings per share
Income from continuing operations	$	0.83		$	0.55
Income from discontinued operations		0.32			0.08
Net income	$	1.15		$	0.63
Diluted earnings per share
Income from continuing operations	$	0.82		$	0.55
Income from discontinued operations		0.32			0.08
Net income	$	1.14		$	0.63
Average shares outstanding -
For Basic EPS		148			148
For Diluted EPS		150			149

Page 4

Dana Corporation
Condensed Balance Sheet (Unaudited)
(in millions)

	June 30		December 31
	2004		2003
Assets
Current assets
Cash and cash equivalents	$	597	$	731
Accounts receivable
Trade		1,310		1,048
Other		317		326
Inventories		747		743
Assets of discontinued operations		1,324		1,254
Other current assets		459		431
Total current assets		4,754		4,533
Investment in leases		540		622
Investments and other assets		2,286		2,252
Property, plant and equipment, net		2,086		2,210
Total assets	$	9,666	$	9,617
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	384	$	493
Accounts payable		1,241		1,076
Liabilities of discontinued operations		348		307
Other current liabilities		1,135		1,089
Total current liabilities		3,108		2,965
Long-term debt		2,508		2,605
Deferred employee benefits and other noncurrent liabilities		1,807		1,901
Minority interest		101		96
Shareholders’ equity		2,142		2,050
Total liabilities and shareholders’ equity	$	9,666	$	9,617

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Dana Corporation
Condensed Statement of Cash Flows (Unaudited)
(in millions)

	Three Months Ended June 30
	2004			2003
Net income	$	108		$	52
Depreciation and amortization		90			99
Asset impairment		1			3
Gain on divestitures and asset sales		(21	)		(11	)
Working capital decrease (increase)		58			(47	)
Deferred taxes		(46	)		(6	)
Other		(73	)		(11	)
Net cash flows — operating activities		117			79
Purchases of property, plant and equipment		(63	)		(66	)
Payments received on leases		3			7
Net loan repayments from customers		1			9
Divestitures					145
Asset sales		52			75
Other		(41	)		3
Net cash flows — investing activities		(48	)		173
Net change in short-term debt		38			(184	)
Payments on long-term debt		(45	)		(37	)
Dividends paid		(18	)		(2	)
Other		5			18
Net cash flows — financing activities		(20	)		(205	)
Net change in cash and cash equivalents		49			47
Net change in cash — discontinued operations		2			1
Cash and cash equivalents — beginning of period		546			584
Cash and cash equivalents — end of period	$	597		$	632

Page 6

Dana Corporation
Condensed Statement of Cash Flows (Unaudited)
(in millions)

	Six Months Ended June 30
	2004			2003
Net income	$	171		$	93
Depreciation and amortization		183			202
Asset impairment		2			9
Gain on divestitures and asset sales		(25	)		(22	)
Working capital increase		(164	)		(284	)
Deferred taxes		(41	)		(13	)
Other		(71	)		(17	)
Net cash flows — operating activities		55			(32	)
Purchases of property, plant and equipment		(142	)		(142	)
Payments received on leases		6			16
Net loan repayments from customers		2			11
Divestitures					145
Asset sales		155			179
Other		(40	)		9
Net cash flows — investing activities		(19	)		218
Net change in short-term debt		153			(97	)
Proceeds from long-term debt		5
Payments on long-term debt		(304	)		(43	)
Dividends paid		(36	)		(3	)
Other		10			17
Net cash flows — financing activities		(172	)		(126	)
Net change in cash and cash equivalents		(136	)		60
Net change in cash — discontinued operations		2			1
Cash and cash equivalents — beginning of period		731			571
Cash and cash equivalents — end of period	$	597		$	632

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Dana Corporation
(Including Dana Credit Corporation on an Equity Basis)
Condensed Statement of Income (Unaudited)
(in millions)

	Three Months Ended June 30
	2004			2003
Net sales	$	2,331		$	2,012
Other income		13			27
		2,344			2,039
Costs and expenses
Cost of sales		2,108			1,849
Selling, general and administrative expenses		125			125
Interest expense		39			39
		2,272			2,013
Income before income taxes		72			26
Income tax expense		(27	)		(6	)
Minority interest		(3	)		(1	)
Equity in earnings of affiliates		31			27
Income from continuing operations		73			46
Income from discontinued operations		35			6
Net income	$	108		$	52

Page 8

Dana Corporation
(Including Dana Credit Corporation on an Equity Basis)
Condensed Statement of Income (Unaudited)
(in millions)

	Six Months Ended June 30
	2004			2003
Net sales	$	4,642		$	3,988
Other income		20			40
		4,662			4,028
Costs and expenses
Cost of sales		4,222			3,663
Selling, general and administrative expenses		247			241
Interest expense		77			81
		4,546			3,985
Income before income taxes		116			43
Income tax expense		(38	)		(12	)
Minority interest		(6	)		(3	)
Equity in earnings of affiliates		51			54
Income from continuing operations		123			82
Income from discontinued operations		48			11
Net income	$	171		$	93

Page 9

Dana Corporation
(Including Dana Credit Corporation on an Equity Basis)
Condensed Balance Sheet (Unaudited)
(in millions)

	June 30		December 31
	2004		2003
Assets
Current assets
Cash and cash equivalents	$	498	$	664
Accounts receivable
Trade		1,310		1,048
Other		300		300
Inventories		747		743
Assets of discontinued operations		1,324		1,254
Other current assets		430		399
Total current assets		4,609		4,408
Investments and other assets		2,657		2,580
Property, plant and equipment, net		1,927		2,014
Total assets	$	9,193	$	9,002
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	213	$	260
Accounts payable		1,241		1,076
Liabilities of discontinued operations		348		307
Other current liabilities		1,302		1,235
Total current liabilities		3,104		2,878
Long-term debt		2,050		2,087
Deferred employee benefits and other noncurrent liabilities		1,798		1,893
Minority interest		99		94
Shareholders’ equity		2,142		2,050
Total liabilities and shareholders’ equity	$	9,193	$	9,002

Page 10

Dana Corporation
(Including Dana Credit Corporation on an Equity Basis)
Cash Flow Impact on Net Debt (Unaudited)
(in millions)

	Three Months Ended June 30
	2004			2003
Sources
Net income	$	108		$	52
Depreciation		82			85
Asset sales		19			19
Divestitures					145
Working capital decrease (increase)		65			(30	)
		274			271
Uses
Capital spend		(63	)		(61	)
Dividends		(18	)		(2	)
Restructuring cash payments		(26	)		(20	)
Deferred taxes		(54	)		(2	)
Investment in and undistributed earnings of equity affiliates		(43	)		(32	)
Net changes in other accounts		(64	)		12
		(268	)		(105	)
Cash change in net debt	$	6		$	166

Page 11

Dana Corporation
(Including Dana Credit Corporation on an Equity Basis)
Cash Flow Impact on Net Debt (Unaudited)
(in millions)

	Six Months Ended June 30
	2004			2003
Sources
Net income	$	171		$	93
Depreciation		165			171
Asset sales		33			43
Divestitures					145
Working capital increase		(115	)		(222	)
		254			230
Uses
Capital spend		(139	)		(133	)
Dividends		(36	)		(3	)
Restructuring cash payments		(49	)		(64	)
Deferred taxes		(50	)		(6	)
Investment in and undistributed earnings of equity affiliates		(64	)		(59	)
Net changes in other accounts		(31	)		35
		(369	)		(230	)
Cash change in net debt	$	(115	)	$	-

Page 12

Dana Corporation
Condensed Consolidating Statement of Income (Unaudited)
(in millions)

	Three Months Ended June 30, 2004
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Net sales	$	2,331		$			$			$	2,331
Other income		13			24			(12	)		25
		2,344			24			(12	)		2,356
Costs and expenses
Cost of sales		2,108						(7	)		2,101
Selling, general and administrative expenses		125			6			(5	)		126
Interest expense		39			12						51
		2,272			18			(12	)		2,278
Income before income taxes		72			6			—			78
Income tax benefit (expense)		(27	)		21						(6	)
Minority interest		(3	)								(3	)
Equity in earnings of affiliates		31			(2	)		(25	)		4
Income from continuing operations		73			25			(25	)		73
Income from discontinued operations		35									35
Net income	$	108		$	25		$	(25	)	$	108

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts reported for Dana Corporation on a fully consolidated basis.

Page 13

Dana Corporation
Condensed Consolidating Statement of Income (Unaudited)
(in millions)

	Six Months Ended June 30, 2004
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Net sales	$	4,642		$			$			$	4,642
Other income		20			46			(27	)		39
		4,662			46			(27	)		4,681
Costs and expenses
Cost of sales		4,222						(16	)		4,206
Selling, general and administrative expenses		247			26			(11	)		262
Interest expense		77			25						102
		4,546			51			(27	)		4,570
Income (loss) before income taxes		116			(5	)		—			111
Income tax benefit (expense)		(38	)		35						(3	)
Minority interest		(6	)								(6	)
Equity in earnings of affiliates		51			4			(34	)		21
Income from continuing operations		123			34			(34	)		123
Income from discontinued operations		48									48
Net income	$	171		$	34		$	(34	)	$	171

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts reported for Dana Corporation on a fully consolidated basis.

Page 14

Dana Corporation
Condensed Consolidating Statement of Income (Unaudited)
(in millions)

	Three Months Ended June 30, 2003
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Net sales	$	2,012		$			$			$	2,012
Other income		27			36			(20	)		43
		2,039			36			(20	)		2,055
Costs and expenses
Cost of sales		1,849						(11	)		1,838
Selling, general and administrative expenses		125			25			(9	)		141
Interest expense		39			16						55
		2,013			41			(20	)		2,034
Income (loss) before income taxes		26			(5	)		—			21
Income tax benefit (expense)		(6	)		15						9
Minority interest		(1	)								(1	)
Equity in earnings of affiliates		27			5			(15	)		17
Income from continuing operations		46			15			(15	)		46
Income from discontinued operations		6									6
Net income	$	52		$	15		$	(15	)	$	52

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts reported for Dana Corporation on a fully consolidated basis.

Page 15

Dana Corporation
Condensed Consolidating Statement of Income (Unaudited)
(in millions)

	Six Months Ended June 30, 2003
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Net sales	$	3,988		$			$			$	3,988
Other income		40			74			(42	)		72
		4,028			74			(42	)		4,060
Costs and expenses
Cost of sales		3,663						(24	)		3,639
Selling, general and administrative expenses		241			54			(18	)		277
Interest expense		81			33						114
		3,985			87			(42	)		4,030
Income (loss) before income taxes		43			(13	)		—			30
Income tax benefit (expense)		(12	)		33						21
Minority interest		(3	)								(3	)
Equity in earnings of affiliates		54			11			(31	)		34
Income from continuing operations		82			31			(31	)		82
Income from discontinued operations		11									11
Net income	$	93		$	31		$	(31	)	$	93

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts reported for Dana Corporation on a fully consolidated basis.

Page 16

Dana Corporation
Condensed Consolidating Balance Sheet (Unaudited)
(in millions)

	June 30, 2004
	Dana
	with DCC on				Elimination			Dana
	Equity Basis		DCC		Entries			Consolidated
Assets
Current assets
Cash and cash equivalents	$	498	$	99	$			$	597
Accounts receivable
Trade		1,310							1,310
Other		300		26		(9	)		317
Inventories		747							747
Assets of discontinued operations		1,324							1,324
Other current assets		430		238		(209	)		459
Total current assets		4,609		363		(218	)		4,754
Investment in leases				682		(142	)		540
Investments and other assets		2,657		536		(907	)		2,286
Property, plant and equipment, net		1,927		16		143			2,086
Total assets	$	9,193	$	1,597	$	(1,124	)	$	9,666
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	213	$	171	$			$	384
Accounts payable		1,241							1,241
Liabilities of discontinued operations		348							348
Other current liabilities		1,302		50		(217	)		1,135
Total current liabilities		3,104		221		(217	)		3,108
Long-term debt		2,050		458					2,508
Deferred employee benefits and other noncurrent liabilities		1,798		591		(582	)		1,807
Minority interest		99		2					101
Shareholders’ equity		2,142		325		(325	)		2,142
Total liabilities and shareholders’ equity	$	9,193	$	1,597	$	(1,124	)	$	9,666

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts reported for Dana Corporation on a fully consolidated basis.

Page 17

Dana Corporation
Condensed Consolidating Balance Sheet (Unaudited)
(in millions)

	December 31, 2003
	Dana
	with DCC on				Elimination			Dana
	Equity Basis		DCC		Entries			Consolidated
Assets
Current assets
Cash and cash equivalents	$	664	$	67	$			$	731
Accounts receivable
Trade		1,048							1,048
Other		300		26					326
Inventories		743							743
Assets of discontinued operations		1,254							1,254
Other current assets		399		212		(180	)		431
Total current assets		4,408		305		(180	)		4,533
Investment in leases				802		(180	)		622
Investments and other assets		2,580		559		(887	)		2,252
Property, plant and equipment, net		2,014		16		180			2,210
Total assets	$	9,002	$	1,682	$	(1,067	)	$	9,617
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	260	$	233	$			$	493
Accounts payable		1,076							1,076
Liabilities of discontinued operations		307							307
Other current liabilities		1,235		34		(180	)		1,089
Total current liabilities		2,878		267		(180	)		2,965
Long-term debt		2,087		518					2,605
Deferred employee benefits and other noncurrent liabilities		1,893		604		(596	)		1,901
Minority interest		94		2					96
Shareholders’ equity		2,050		291		(291	)		2,050
Total liabilities and shareholders’ equity	$	9,002	$	1,682	$	(1,067	)	$	9,617

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts reported for Dana Corporation on a fully consolidated basis.

Page 18

Dana Corporation
Consolidating Cash Flow Impact on Net Debt (Unaudited)
(in millions)

	Three Months Ended June 30, 2004
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Sources
Net income	$	108		$	25		$	(25	)	$	108
Depreciation		82			8						90
Asset sales		19			36			(3	)		52
Working capital decrease		65			7			12			84
		274			76			(16	)		334
Uses
Capital spend		(63	)		(3	)		3			(63	)
Dividends		(18	)								(18	)
Restructuring cash payments		(26	)								(26	)
Deferred taxes		(54	)		8						(46	)
Investment in and undistributed earnings of equity affiliates		(43	)		27			25			9
Net changes in other accounts		(64	)		(56	)		(12	)		(132	)
		(268	)		(24	)		16			(276	)
Cash change in net debt	$	6		$	52		$	—		$	58
Analysis of components of decrease in net debt:
Net change in short-term debt	$	38		$			$			$	38
Net payments on long-term debt		3			(48	)					(45	)
Change in cash — continuing operations		(47	)		(4	)					(51	)
Cash change in net debt		(6	)		(52	)		—			(58	)
Non-cash changes in net debt		(49	)								(49	)
Total change in net debt	$	(55	)	$	(52	)	$	—		$	(107	)

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts presented for Dana Corporation on a fully consolidated basis.

Page 19

Dana Corporation
Consolidating Cash Flow Impact on Net Debt (Unaudited)
(in millions)

	Six Months Ended June 30, 2004
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Sources
Net income	$	171		$	34		$	(34	)	$	171
Depreciation		165			18						183
Asset sales		33			125			(3	)		155
Working capital increase		(115	)		(1	)		1			(115	)
		254			176			(36	)		394
Uses
Capital spend		(139	)		(6	)		3			(142	)
Dividends		(36	)								(36	)
Restructuring cash payments		(49	)								(49	)
Deferred taxes		(50	)		9						(41	)
Investment in and undistributed earnings of equity affiliates		(64	)		30			34			—
Net changes in other accounts		(31	)		(82	)		(1	)		(114	)
		(369	)		(49	)		36			(382	)
Cash change in net debt	$	(115	)	$	127		$	—		$	12
Analysis of components of increase (decrease) in net debt:
Net change in short-term debt	$	183		$	(30	)	$			$	153
Net payments on long-term debt		(234	)		(65	)					(299	)
Change in cash — continuing operations		166			(32	)					134
Cash change in net debt		115			(127	)		—			(12	)
Non-cash changes in net debt		(33	)		(27	)					(60	)
Total change in net debt	$	82		$	(154	)	$	—		$	(72	)

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts presented for Dana Corporation on a fully consolidated basis.

Page 20

Dana Corporation
Consolidating Cash Flow Impact on Net Debt (Unaudited)
(in millions)

	Three Months Ended June 30, 2003
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Sources
Net income	$	52		$	15		$	(15	)	$	52
Depreciation		85			14						99
Asset sales		19			57			(1	)		75
Divestitures		145									145
Working capital decrease (increase)		(30	)		4			(1	)		(27	)
		271			90			(17	)		344
Uses
Capital spend		(61	)		(3	)		(2	)		(66	)
Dividends		(2	)								(2	)
Restructuring cash payments		(20	)								(20	)
Deferred taxes		(2	)		(4	)					(6	)
Investment in and undistributed earnings of equity affiliates		(32	)		11			16			(5	)
Net changes in other accounts		12			20			3			35
		(105	)		24			17			(64	)
Cash change in net debt	$	166		$	114		$	—		$	280
Analysis of components of decrease in net debt:
Net change in short-term debt	$	(162	)	$	(26	)	$			$	(188	)
Proceeds from long-term debt		18									18
Debt assumed by buyer					(32	)					(32	)
Payments on long-term debt		(18	)		(12	)					(30	)
Change in cash — continuing operations		(4	)		(44	)					(48	)
Cash change in net debt		(166	)		(114	)		—			(280	)
Non-cash changes in net debt		28									28
Total change in net debt	$	(138	)	$	(114	)	$	—		$	(252	)

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts presented for Dana Corporation on a fully consolidated basis.

Page 21

Dana Corporation
Consolidating Cash Flow Impact on Net Debt (Unaudited)
(in millions)

	Six Months Ended June 30, 2003
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Sources
Net income	$	93		$	31		$	(31	)	$	93
Depreciation		171			31						202
Asset sales		43			137			(1	)		179
Divestitures		145									145
Working capital increase		(222	)		(4	)		6			(220	)
		230			195			(26	)		399
Uses
Capital spend		(133	)		(8	)		(1	)		(142	)
Dividends		(3	)								(3	)
Restructuring cash payments		(64	)								(64	)
Deferred taxes		(6	)		(7	)					(13	)
Investment in and undistributed earnings of equity affiliates		(59	)		21			32			(6	)
Net changes in other accounts		35			11			(5	)		41
		(230	)		17			26			(187	)
Cash change in net debt	$	—		$	212		$	—		$	212
Analysis of components of increase (decrease) in net debt:
Net change in short-term debt	$	(5	)	$	(96	)	$			$	(101	)
Proceeds from long-term debt		18									18
Debt assumed by buyer					(32	)					(32	)
Payments on long-term debt		(18	)		(18	)					(36	)
Change in cash — continuing operations		5			(66	)					(61	)
Cash change in net debt		—			(212	)		—			(212	)
Non-cash changes in net debt		36									36
Total change in net debt	$	36		$	(212	)	$	—		$	(176	)

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts presented for Dana Corporation on a fully consolidated basis.

Page 22

Investor Relations
Dana Corporation
Quarterly Financial Information (Unaudited)
For the three months
Ended June 30,2004
(in millions)

					Inter-
	External Sales				Segment Sales				EBIT						Operating PAT						Net Profit						Net Assets
	04		03		04		03		04			03			04			03			04			03			04			03
Automotive Systems Group	$	1,719	$	1,497	$	48	$	35	$	109		$	88		$	72		$	66		$	43		$	35		$	2,986		$	2,980
Heavy Vehicle Technologies and Systems Group		592		499		9		20		51			30			31			19			18			5			621			643
Dana Commercial Credit																5			6			5			6			325			306
Other		20		16		1		2		(48	)		(53	)		(51	)		(52	)		(9	)		(7	)		(50	)
Continuing Operations		2,331		2,012		58		57		112			65			57			39			57			39			3,882			3,929
Discontinued Operations										30			19			18			8			18			8
Unusual Items Excluded from Performance Measurement										(8	)		(8	)		33			5			33			5
Consolidated	$	2,331	$	2,012	$	58	$	57	$	134		$	76		$	108		$	52		$	108		$	52		$	3,882		$	3,929
North America	$	1,577	$	1,387	$	25	$	23	$	80		$	59		$	48		$	40		$	23		$	11		$	2,162		$	2,242
Europe		442		377		31		21		37			27			26			23			18			15			1,096			1,051
South America		153		107		50		42		27			18			17			11			14			9			327			293
Asia Pacific		159		141		13				10			13			7			8			3			5			159			167
Dana Commercial Credit																5			6			5			6			325			306
Other										(42	)		(52	)		(46	)		(49	)		(6	)		(7	)		(187	)		(130	)
Continuing Operations		2,331		2,012		119		86		112			65			57			39			57			39			3,882			3,929
Discontinued Operations										30			19			18			8			18			8
Unusual Items Excluded from Performance Measurement										(8	)		(8	)		33			5			33			5
Consolidated	$	2,331	$	2,012	$	119	$	86	$	134		$	76		$	108		$	52		$	108		$	52		$	3,882		$	3,929
Information for Discontinued Operations		557		603		5		4																				970			962

The performance and net assets of Clevite are now included in ASG.

Page 23

See Notes 20 and 21 in Dana’s 2003 Annual Report for further information (www.dana.com).

FOR MORE INFORMATION

(www.dana.com) —Dial-For-Dana U.S. or Canada 800-537-8823; OH 800-472-8810
E-Mail michelle.hards@dana.com or karen.crawford@dana.com
Dana Investor Relations 419-535-4635

Investor Relations
Dana Corporation
Quarterly Financial Information (Unaudited)
For the Six Months Ended June 30, 2004
(in millions)

					Inter-
	External Sales				Segment Sales				EBIT						Operating PAT						Net Profit						Net Assets
	04		03		04		03		04			03			04			03			04			03			04			03
Automotive Systems Group	$	3,431	$	3,004	$	93	$	71	$	212		$	164		$	143		$	123		$	82		$	62		$	2,986		$	2,980
Heavy Vehicle Technologies and Systems Group		1,170		954		18		41		90			55			55			34			28			9			621			643
Dana Commercial Credit																12			12			12			12			325			306
Other		41		30		3		3		(109	)		(98	)		(105	)		(104	)		(17	)		(18	)		(50	)
Continuing Operations		4,642		3,988		114		115		193			121			105			65			105			65			3,882			3,929
Discontinued Operations										55			31			31			13			31			13
Unusual Items Excluded from Performance Measurement										(9	)		(8	)		35			15			35			15
Consolidated	$	4,642	$	3,988	$	114	$	115	$	239		$	144		$	171		$	93		$	171		$	93		$	3,882		$	3,929
North America	$	3,171	$	2,796	$	52	$	47	$	163		$	113		$	102		$	72		$	47		$	16		$	2,162		$	2,242
Europe		880		738		61		40		67			56			48			48			32			33			1,096			1,051
South America		283		193		94		80		45			26			28			16			23			12			327			293
Asia Pacific		308		261		14		1		18			24			12			15			5			9			159			167
Dana Commercial Credit																12			12			12			12			325			306
Other										(100	)		(98	)		(97	)		(98	)		(14	)		(17	)		(187	)		(130	)
Continuing Operations		4,642		3,988		221		168		193			121			105			65			105			65			3,882			3,929
Discontinued Operations										55			31			31			13			31			13
Unusual Items Excluded from Performance Measurement										(9	)		(8	)		35			15			35			15
Consolidated	$	4,642	$	3,988	$	221	$	168	$	239		$	144		$	171		$	93		$	171		$	93		$	3,882		$	3,929
Information for Discontinued Operations		1,067		1,150		9		8																				970			962

The performance and net assets of Clevite are now included in ASG.

Page 24

See Notes 20 and 21 in Dana’s 2003 Annual Report for further information(www.dana.com).

FOR MORE INFORMATION
(www.dana.com)- Dial-For-Dana U.S. or Canada 800-537-8823; OH 800-472-8810
E-Mail michelle.hards@dana.com or karen.crawford@dana.com
Dana Investor Relations 419-535-4635